##### Table of Contents
















Form 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2004


Commission file number 1-10351





Potash Corporation of Saskatchewan Inc.


(Exact name of the registrant as specified in its charter)


|                                                                         |  |                                            
|------------------------------------------------------------------------ |  | -------------------------------------------
|Canada(State or other jurisdiction of
    incorporation or organization) |  | N/A(I.R.S. employer
    identification no.)

122  1st Avenue South


Saskatoon, Saskatchewan, Canada S7K 7G3


306-933-8500


(Address and telephone number of the registrants
principal executive offices)


Securities registered pursuant to Section 12(b) of the
Act:


|                            |  |                                     
|--------------------------- |  | ------------------------------------
|Title of each class         |  | Name of exchange on which registered
|                            |  |                                     
|Common Shares, No Par Value |  | New York Stock Exchange             



Securities registered pursuant to Section 12(g) of the
Act: none


x o


x


x o






DOCUMENTS INCORPORATED BY REFERENCE














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TABLE OF CONTENTS



|               |  |  |  |  |  |  |  | 
|-------------- |  |  |  |  |  |  |  | 
|PART I        
|PART II       
|PART III      
|PART IV       
|SIGNATURES    
|Exhibit 10(x) 
|Exhibit 10(jj)
|Exhibit 11    
|Exhibit 12    
|Exhibit 13    
|Exhibit 21    
|Exhibit 23    
|Exhibit 31(a) 
|Exhibit 31(b) 
|Exhibit 32    
|Exhibit 99    



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##### Table of Contents



DEFINED TERMS




FORWARD-LOOKING STATEMENTS








| |   |                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | fluctuations in supply and demand for fertilizer, including
    fluctuations as a result of economic or political conditions in
    our markets, which, among other things, can cause volatility in
    the prices of our fertilizer products;    
|
| |  | changes in competitive pressures, including pricing pressure;                                                                                                                                                                                     
|
| |  | unexpected or adverse weather conditions, which can impact
    demand for fertilizer and timing of fertilizer sales during the
    year;                                                                                                          
|
| |  | volatility in the price of natural gas, which is the primary raw
    material used for our nitrogen products, and risks associated
    with our continued ability to manage natural gas costs in the
    United States through hedging activities;
|
| |  | fluctuations in the prices and availability of other raw
    materials, including sulfur, which is a primary input in our
    phosphate operations;                                                                                               
|
| |  | fluctuations in the cost and availability of transportation and
    distribution for our raw materials and products, including ocean
    freight;                                                                                                 
|
| |  | unexpected geological conditions;                                                                                                                                                                                                                 
|
| |  | changes in capital markets and in currency and exchange rates;                                                                                                                                                                                    
|
| |  | the outcome of legal proceedings;                                                                                                                                                                                                                 
|
| |  | changes in government regulations, including environmental
    regulations, which could increase our costs of compliance and
    otherwise affect our business; and                                                                               
|
| |  | acquisitions we may undertake in the future.                                                                                                                                                                                                      







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##### Table of Contents






PART I




|               |                         
|-------------- | ------------------------
|ITEMS 1 and 2. | Business and Properties.

General
















| |        
| | -------
| | History

Canada Business
Corporations Act






| |   |                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the New Brunswick potash mine and port facilities and our
    Patience Lake mine in Saskatchewan in 1993;                                                                                                                                            
|
| |  | PCS Phosphate Company, Inc. (formerly Texasgulf Inc.) and
    White Springs Agricultural Chemicals, Inc., phosphate fertilizer
    and feed producers, in 1995;                                                                                      
|
| |  | Arcadian Corporation, a producer of nitrogen fertilizer,
    industrial and feed products in 1997;                                                                                                                                                   
|
| |  | PCS Cassidy Lake, a potash mill facility located at Clover Hill,
    New Brunswick in 1998;                                                                                                                                                          
|
| |  | in 1999, PCS Yumbes, a producer of potassium nitrate, sodium
    nitrate and iodine, which we then sold to Sociedad Química
    y Minera de Chile S.A. (SQM), a Chilean
    specialty fertilizer, iodine and lithium company, in December
    2004;

I-1



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| |   |                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | PCS Purified Phosphates (formerly a joint venture we had with
    Albright & Wilson Americas Inc.), a phosphoric acid
    joint venture, in 2000;                                                                                                                                                                                             
|
| |  | 20% of the total outstanding equity of SQM in transactions in
    October 2001 and April and May of 2002. In 2004, we sold a
    portion of this investment and subsequently acquired Israel
    Chemicals Ltd.s entire indirect interest in SQM, resulting
    in a current indirect holding of 24.99% of the outstanding
    equity of SQM;
|
| |  | 26% of the shares of Arab Potash Company from Jordan Investment
    Corporation, an arm of the Jordanian government, in October of
    2003.                                                                                                                                                                                                  

Potash Operations






| |           
| | ----------
| | Properties









I-2



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| |           
| | ----------
| | Production



2 2






I-3



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|                 |  |             |       |                 |            |          |                 |       |         |                 |            |     |  |            |       |          |         |  |        |            |  |  |            |  |         |       |       |  |            |  |        |  |  |  |       |  |  |  |       | 
|---------------- |  | ----------- | ----- | --------------- | ---------- | -------- | --------------- | ----- | ------- | --------------- | ---------- | --- |  | ---------- | ----- | -------- | ------- |  | ------ | ---------- |  |  | ---------- |  | ------- | ----- | ----- |  | ---------- |  | ------ |  |  |  | ----- |  |  |  | ----- | 
|                 |  |             |       | 2004 Production |            |          | 2003 Production |       |         | 2002 Production |           
|                 |  |             |       |                 |            |          |                 |       |         |                 |           
|                 |  |             |       |                 |            | Finished |                 |       |         |                 | Finished   |     |  |            |       | Finished |        
|                 |  |             |       | Ore             |            |          |                 |       | Product |                 |            | Ore |  |            |       |          | Product |  |        | Ore        |  |  |            |  | Product |      
|                 |  | Annual      |       |                 | (Millions  |          |                 | Grade |         |                 | (Millions  |     |  | (Millions  |       |          | Grade   |  |        | (Millions  |  |  | (Millions  |  |         | Grade |       |  | (Millions  | 
|                 |  | Capacity(4) |       |                 | of tonnes) |          |                 | % K2O |         |                 | of tonnes) |     |  | of tonnes) |       |          | % K2O   |  |        | of tonnes) |  |  | of tonnes) |  |         | % K2O |       |  | of tonnes) | 
|                 |  |             |       |                 |            |          |                 |       |         |                 |            |     |  |            |       |          |         |  |        |            |  |  |            |  |         |       |       |  |            | 
|Lanigan          |  |             | 3.828 |                 |            |          | 7.372           |       |         |                 | 20.11      |     |  |            | 2.025 |          |         |  | 5.359  |            |  |  | 20.63      |  |         |       | 1.488 |  |            |  | 4.947  |  |  |  | 19.92 |  |  |  | 1.424 | 
|Rocanville(1)    |  |             | 2.695 |                 |            |          | 5.334           |       |         |                 | 24.25      |     |  |            | 1.833 |          |         |  | 5.999  |            |  |  | 23.50      |  |         |       | 1.989 |  |            |  | 5.060  |  |  |  | 23.26 |  |  |  | 1.700 | 
|Allan            |  |             | 1.885 |                 |            |          | 3.862           |       |         |                 | 25.22      |     |  |            | 1.344 |          |         |  | 2.790  |            |  |  | 24.78      |  |         |       | 0.934 |  |            |  | 2.537  |  |  |  | 24.43 |  |  |  | 0.864 | 
|Cory             |  |             | 1.361 |                 |            |          | 2.531           |       |         |                 | 24.95      |     |  |            | 0.738 |          |         |  | 2.459  |            |  |  | 25.03      |  |         |       | 0.730 |  |            |  | 2.376  |  |  |  | 24.96 |  |  |  | 0.677 | 
|Patience Lake(2) |  |             | 1.033 |                 |            |          |                 |       |         |                 |            |     |  |            | 0.239 |          |         |  |        |            |  |  |            |  |         |       | 0.251 |  |            |  |        |  |  |  |       |  |  |  | 0.230 | 
|New Brunswick    |  |             | 0.785 |                 |            |          | 2.371           |       |         |                 | 23.24      |     |  |            | 0.782 |          |         |  | 2.311  |            |  |  | 23.21      |  |         |       | 0.749 |  |            |  | 1.828  |  |  |  | 22.97 |  |  |  | 0.599 | 
|                 |  |             |       |                 |            |          |                 |       |         |                 |            |     |  |            |       |          |         |  |        |            |  |  |            |  |         |       |       |  |            | 
|Totals(3)        |  |             |       |                 |            |          | 21.470          |       |         |                 |            |     |  |            | 6.961 |          |         |  | 18.918 |            |  |  |            |  |         |       | 6.141 |  |            |  | 16.748 |  |  |  |       |  |  |  | 5.494 | 
|                 |  |             |       |                 |            |          |                 |       |         |                 |            |     |  |            |       |          |         |  |        |            |  |  |            |  |         |       |       |  |            | 






|    |                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------
|(1) | Includes a 400,000 tonne expansion at Rocanville which came on
    stream in the first quarter of 2005.
|   
|(2) | Solution mine.                                                                                         
|   
|(3) | Does not include Finished Product from Esterhazy of .953 for
    each of 2004, 2003 and 2002.          
|   
|(4) | Million tonnes of Finished Product (KCl).                                                              





| |         
| | --------
| | Reserves



|           |  |                     |     |  |                   |  |       |                        |  |  |       | 
|---------- |  | ------------------- | --- |  | ----------------- |  | ----- | ---------------------- |  |  | ----- | 
|           |  | Reserves            |     |  | Mineral Resources | 
|           |  |                     |     |  |                   | 
|           |  | Tonnes(1)(2)(3)     |     |  | Average           |  |       | Tonnes                 | 
|           |  | (Millions of tonnes |     |  | Grade             |  |       | (Millions of tonnes of | 
|           |  | of recoverable ore) |     |  | (K2O)             |  |       | recoverable ore)(2)(3) | 
|           |  |                     |     |  |                   |  |       |                        | 
|Allan      |  |                     | 242 |  |                   |  | 25.9% |                        |  |  | 989   | 
|Cory       |  |                     | 207 |  |                   |  | 25.1% |                        |  |  | 743   | 
|Lanigan    |  |                     | 424 |  |                   |  | 22.0% |                        |  |  | 1,355 | 
|Rocanville |  |                     | 356 |  |                   |  | 22.5% |                        |  |  | 393   | 






|    |                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | There has been no third party review of reserve estimates within
    the last three years. Current estimates reflect refinements and
    adjustments to analysis conducted during 2004 using the above
    described methodology.
|   
|(2) | The extraction ratio of recoverable ore to in place material for
    each mine is as follows: Allan 0.32, Cory 0.26,
    Lanigan 0.30 and Rocanville 0.33.                                                                       
|   
|(3) | The concentration of recoverable ore Tonnes to finished product
    (KCl) for each of the divisions is as follows: Allan 2.98, Cory
    3.43, Lanigan 3.53, Rocanville 2.92.                                                     

I-4



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Phosphate Operations






| |           
| | ----------
| | Properties

2 5




I-5



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| |   |                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------
| |  | animal feed plants in Marseilles, Illinois; Weeping Water,
    Nebraska; Joplin, Missouri; and Sao Vincente, Brazil;
|
| |  | a technical and food grade phosphate plant in Cincinnati,
    Ohio; and                                             
|
| |  | terminal facilities at Morehead City, North Carolina and
    Savannah, Georgia.                                     

|                        |  |                                                                                                            |  | 
|----------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | 
|Plant Locations         |  | Phosphate Products Produced                                                                               
|                        |  |                                                                                                           
|Aurora, North Carolina  |  | DAP, GTSP, MAP, SPA, Animal Feed, Liquid Fertilizer, purified acid, Merchant Grade Phosphoric Acid (MGA)
|White Springs, Florida  |  | SPA, DAP, MAP, MGA, Animal Feed                                                                           
|Cincinnati, Ohio        |  | Blended purified acid products                                                                            
|Geismar, Louisiana      |  | MGA, SPA, liquid fertilizer                                                                               
|Marseilles, Illinois    |  | Animal Feed                                                                                               
|Weeping Water, Nebraska |  | Animal Feed                                                                                               
|Joplin, Missouri        |  | Animal Feed                                                                                               
|Sao Vincente, Brazil    |  | Animal Feed                                                                                               



| |           
| | ----------
| | Production





I-6



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Phosphate Rock


(Million Tonnes)


|                  |  |          |     |      |            |  |       |       |  |      |            |  |  |       |       |  |            |  |       |       |  |  |       |  |  |  |       | 
|----------------- |  | -------- | --- | ---- | ---------- |  | ----- | ----- |  | ---- | ---------- |  |  | ----- | ----- |  | ---------- |  | ----- | ----- |  |  | ----- |  |  |  | ----- | 
|                  |  |          |     | 2004 |            |  | 2003  |       |  | 2002 |           
|                  |  | Annual   |     |      |            |  |       |       |  |      |            | 
|                  |  | Capacity |     |      | Production |  |       | %P2O5 |  |      | Production |  |  | %P2O5 |       |  | Production |  |       | %P2O5 | 
|                  |  |          |     |      |            |  |       |       |  |      |            |  |  |       |       |  |            |  |       |       | 
|Aurora, NC        |  |          | 6.0 |      |            |  | 3.964 |       |  |      | 27.49      |  |  |       | 3.078 |  |            |  | 27.40 |       |  |  | 3.444 |  |  |  | 26.91 | 
|White Springs, FL |  |          | 3.6 |      |            |  | 2.745 |       |  |      | 30.96      |  |  |       | 2.686 |  |            |  | 30.76 |       |  |  | 1.547 |  |  |  | 30.16 | 
|Geismar, LA       |  |          |    |      |            |  |      |       |  |      |           |  |  |       |      |  |            |  |      |       |  |  |      |  |  |  |      | 
|                  |  |          |     |      |            |  |       |       |  |      |            |  |  |       |       |  |            |  |       |       | 
|Total             |  |          | 9.6 |      |            |  | 6.709 |       |  |      | 28.91      |  |  |       | 5.764 |  |            |  | 28.96 |       |  |  | 4.991 |  |  |  | 27.92 | 
|                  |  |          |     |      |            |  |       |       |  |      |            |  |  |       |       |  |            |  |       |       | 

Phosphoric Acid


(Million Tonnes P2O5)


|                  |  |          |       |  |            |  |       |            |  |  |            |  |  |  |       | 
|----------------- |  | -------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ---------- |  |  |  | ----- | 
|                  |  | Annual   |       |  | 2004       |  |       | 2003       |  |  | 2002       | 
|                  |  | Capacity |       |  | Production |  |       | Production |  |  | Production | 
|                  |  |          |       |  |            |  |       |            |  |  |            | 
|Aurora, NC        |  |          | 1.202 |  |            |  | 1.018 |            |  |  | 0.919      |  |  |  | 0.852 | 
|White Springs, FL |  |          | 1.093 |  |            |  | 0.773 |            |  |  | 0.777      |  |  |  | 0.480 | 
|Geismar, LA       |  |          | 0.202 |  |            |  | 0.171 |            |  |  | 0.165      |  |  |  | 0.180 | 
|                  |  |          |       |  |            |  |       |            |  |  |            | 
|Total             |  |          | 2.497 |  |            |  | 1.962 |            |  |  | 1.861      |  |  |  | 1.512 | 
|                  |  |          |       |  |            |  |       |            |  |  |            | 



| |         
| | --------
| | Reserves



I-7



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2 5








2 5


|              |  |                      |     |  |               |  |            | 
|------------- |  | -------------------- | --- |  | ------------- |  | ---------- | 
|              |  | Tonnes of            |     |  |              
|              |  | Phosphate Rock       |     |  | Average Grade | 
|              |  | (millions of tonnes) |     |  | % P2O5        | 
|              |  |                      |     |  |               | 
|Aurora        |  |                      | 361 |  |               |  | 30.7% P2O5 | 
|White Springs |  |                      | 57  |  |               |  | 30.7% P2O5 | 
|              |  |                      |     |  |               | 
|Total         |  |                      | 418 |  |               |  |            | 
|              |  |                      |     |  |               | 

2 5


2 5


Nitrogen Operations




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| |           
| | ----------
| | Properties



|                      |  |                                                                        
|--------------------- |  | -----------------------------------------------------------------------
|Plant Locations       |  | Nitrogen Products Produced                                             
|                      |  |                                                                        
|Augusta, Georgia      |  | Ammonia, urea, nitric acid, ammonium nitrate and nitrogen
    solutions
|Geismar, Louisiana*   |  | Ammonia, nitric acid and nitrogen solutions                            
|Lima, Ohio            |  | Ammonia, urea, nitric acid and nitrogen solutions                      
|Memphis, Tennessee*   |  | Ammonia and urea                                                       
|Point Lisas, Trinidad |  | Ammonia and urea                                                       






|  |                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | In June 2003, PCS Nitrogen indefinitely shut down its Memphis
    plant and suspended production of ammonia and nitrogen solutions
    at Geismar due to high U.S. natural gas costs and low
    product margins.



| |           
| | ----------
| | Production





| |                   
| | ------------------
| | Service Agreements











| |              
| | -------------
| | Raw Materials



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PCS Joint Venture




Marketing




|           |               |                       |   |         |      |  |   |         |  |  |   |       | 
|---------- | ------------- | --------------------- | - | ------- | ---- |  | - | ------- |  |  | - | ----- | 
|           |               | 2004                  |   |         | 2003 |  |   | 2002    | 
|           |               |                       |   |         |      |  |   |         | 
|           |               | (millions of dollars) |  
|Potash     |               |                       |   |         |      |  |   |         |  |  |   |      
|           | Canada        |                       | $ | 48.3    |      |  | $ | 41.1    |  |  | $ | 27.8  | 
|           | United States |                       |   | 445.8   |      |  |   | 326.6   |  |  |   | 310.7 | 
|           | Canpotex(1)   |                       |   | 421.9   |      |  |   | 260.6   |  |  |   | 241.2 | 
|           | Other         |                       |   | 140.1   |      |  |   | 130.4   |  |  |   | 89.3  | 
|           |               |                       |   |         |      |  |   |         | 
|           | Total         |                       | $ | 1,056.1 |      |  | $ | 758.7   |  |  | $ | 669.0 | 
|           |               |                       |   |         |      |  |   |         | 
|Phosphates |               |                       |   |         |      |  |   |         |  |  |   |      
|           | Canada        |                       | $ | 82.5    |      |  |   | 81.0    |  |  | $ | 68.9  | 
|           | United States |                       |   | 680.6   |      |  |   | 655.9   |  |  |   | 534.8 | 
|           | PhosChem(1)   |                       |   | 140.4   |      |  |   | 87.0    |  |  |   | 37.6  | 
|           | Other         |                       |   | 74.4    |      |  |   | 60.0    |  |  |   | 72.7  | 
|           |               |                       |   |         |      |  |   |         | 
|           | Total         |                       | $ | 977.9   |      |  | $ | 883.9   |  |  | $ | 714.0 | 
|           |               |                       |   |         |      |  |   |         | 
|Nitrogen   |               |                       |   |         |      |  |   |         |  |  |   |      
|           | Canada        |                       | $ | 5.0     |      |  |   | 10.4    |  |  | $ | 10.2  | 
|           | United States |                       |   | 1,116.2 |      |  |   | 1,087.1 |  |  |   | 774.4 | 
|           | Other         |                       |   | 89.2    |      |  |   | 58.9    |  |  |   | 56.8  | 
|           |               |                       |   |         |      |  |   |         | 
|           | Total         |                       | $ | 1,210.4 |      |  | $ | 1,156.4 |  |  | $ | 841.4 | 
|           |               |                       |   |         |      |  |   |         | 






|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(1) | See discussion below for information regarding Canpotex Limited
    and PhosChem sales.

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1


|                                |                                   |                       |         |       |      |   |         |       |  |   |       |       | 
|------------------------------- | --------------------------------- | --------------------- | ------- | ----- | ---- | - | ------- | ----- |  | - | ----- | ----- | 
|                                |                                   | 2004                  |         |       | 2003 |   |         | 2002  | 
|                                |                                   |                       |         |       |      |   |         |       | 
|                                |                                   | (millions of dollars) |        
|Potash                          |                                   |                       |         |       |      |   |         |       |  |   |       |      
|Sales                           |                                   | $                     | 1,056.1 |       |      | $ | 758.7   |       |  | $ | 669.0 |      
|Freight                         |                                   |                       | 128.7   |       |      |   | 109.9   |       |  |   | 99.9  |      
|Transportation and distribution |                                   |                       | 32.6    |       |      |   | 29.7    |       |  |   | 24.6  |      
|                                |                                   |                       |         |       |      |   |         |       | 
|                                |                                   | $                     | 894.8   |       |      | $ | 619.1   |       |  | $ | 544.5 |      
|                                |                                   |                       |         |       |      |   |         |       | 
|Net Sales                       |                                   |                       |         |       |      |   |         |       |  |   |       |      
|                                | Potash                            |                       | $       | 852.1 |      |   | $       | 566.8 |  |   | $     | 516.0 | 
|                                | Miscellaneous (nitrates and salt) |                       |         | 42.7  |      |   |         | 52.3  |  |   |       | 28.5  | 
|                                |                                   |                       |         |       |      |   |         |       | 
|                                |                                   | $                     | 894.8   |       |      | $ | 619.1   |       |  | $ | 544.5 |      
|                                |                                   |                       |         |       |      |   |         |       | 
|Phosphate                       |                                   |                       |         |       |      |   |         |       |  |   |       |      
|Sales                           |                                   | $                     | 977.9   |       |      | $ | 883.9   |       |  | $ | 714.0 |      
|Freight                         |                                   |                       | 71.9    |       |      |   | 75.8    |       |  |   | 58.8  |      
|Transportation and distribution |                                   |                       | 29.4    |       |      |   | 26.2    |       |  |   | 18.4  |      
|                                |                                   |                       |         |       |      |   |         |       | 
|                                |                                   | $                     | 876.6   |       |      | $ | 781.9   |       |  | $ | 636.8 |      
|                                |                                   |                       |         |       |      |   |         |       | 
|Net Sales                       |                                   |                       |         |       |      |   |         |       |  |   |       |      
|                                | Fertilizer  liquids              |                       | $       | 147.3 |      |   | $       | 167.7 |  |   | $     | 144.9 | 
|                                | Fertilizer  solids               |                       |         | 324.7 |      |   |         | 249.2 |  |   |       | 113.4 | 
|                                | Feed                              |                       |         | 190.6 |      |   |         | 182.6 |  |   |       | 216.8 | 
|                                | Industrial                        |                       |         | 204.1 |      |   |         | 174.5 |  |   |       | 155.1 | 
|                                | Miscellaneous                     |                       |         | 9.9   |      |   |         | 7.9   |  |   |       | 6.6   | 
|                                |                                   |                       |         |       |      |   |         |       | 
|                                |                                   | $                     | 876.6   |       |      | $ | 781.9   |       |  | $ | 636.8 |      
|                                |                                   |                       |         |       |      |   |         |       | 
|Nitrogen                        |                                   |                       |         |       |      |   |         |       |  |   |       |      
|Sales                           |                                   | $                     | 1,210.4 |       |      | $ | 1,156.4 |       |  | $ | 841.4 |      
|Freight                         |                                   |                       | 38.1    |       |      |   | 48.8    |       |  |   | 56.5  |      
|Transportation and distribution |                                   |                       | 42.3    |       |      |   | 42.8    |       |  |   | 37.5  |      
|                                |                                   |                       |         |       |      |   |         |       | 
|                                |                                   | $                     | 1,130.0 |       |      | $ | 1,064.8 |       |  | $ | 747.4 |      
|                                |                                   |                       |         |       |      |   |         |       | 
|Net Sales                       |                                   |                       |         |       |      |   |         |       |  |   |       |      
|                                | Ammonia                           |                       | $       | 458.0 |      |   | $       | 368.0 |  |   | $     | 232.7 | 
|                                | Urea                              |                       |         | 259.1 |      |   |         | 276.9 |  |   |       | 212.0 | 
|                                | Nitrogen solutions                |                       |         | 51.1  |      |   |         | 85.8  |  |   |       | 93.3  | 
|                                | Nitric acid and ammonium nitrate  |                       |         | 188.1 |      |   |         | 165.0 |  |   |       | 127.5 | 
|                                | Purchased                         |                       |         | 151.5 |      |   |         | 149.6 |  |   |       | 61.1  | 
|                                | Miscellaneous                     |                       |         | 22.2  |      |   |         | 19.5  |  |   |       | 20.8  | 
|                                |                                   |                       |         |       |      |   |         |       | 
|                                |                                   | $                     | 1,130.0 |       |      | $ | 1,064.8 |       |  | $ | 747.4 |      
|                                |                                   |                       |         |       |      |   |         |       | 






1


I-11



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| |                         
| | ------------------------
| | North American Marketing













| |                   
| | ------------------
| | Offshore Marketing



I-12



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##### Table of Contents









|              |  |      |     |   |      |  |     |      |  |  |     |  
|------------- |  | ---- | --- | - | ---- |  | --- | ---- |  |  | --- | -
|              |  | 2004 |     |   | 2003 |  |     | 2002 | 
|              |  |      |     |   |      |  |     |      | 
|Asia          |  |      | 69  | % |      |  | 71  | %    |  |  | 72  | %
|Latin America |  |      | 22  |   |      |  | 21  |      |  |  | 16  |  
|Oceania       |  |      | 6   |   |      |  | 5   |      |  |  | 9   |  
|Europe        |  |      | 3   |   |      |  | 3   |      |  |  | 3   |  
|              |  |      |     |   |      |  |     |      | 
|Total         |  |      | 100 | % |      |  | 100 | %    |  |  | 100 | %
|              |  |      |     |   |      |  |     |      | 



2 5






|              |  |      |     |   |      |  |     |      |  |  |     |  
|------------- |  | ---- | --- | - | ---- |  | --- | ---- |  |  | --- | -
|              |  | 2004 |     |   | 2003 |  |     | 2002 | 
|              |  |      |     |   |      |  |     |      | 
|Asia          |  |      | 78  | % |      |  | 84  | %    |  |  | 90  | %
|Latin America |  |      | 10  |   |      |  | 10  |      |  |  | 4   |  
|Oceania       |  |      | 7   |   |      |  | 6   |      |  |  | 6   |  
|Other         |  |      | 5   |   |      |  |    |      |  |  |    |  
|              |  |      |     |   |      |  |     |      | 
|Total         |  |      | 100 | % |      |  | 100 | %    |  |  | 100 | %
|              |  |      |     |   |      |  |     |      | 

I-13



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##### Table of Contents







Distribution and Transportation








| |                
| | ---------------
| | Potash Products









| |                   
| | ------------------
| | Phosphate Products





I-14



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##### Table of Contents







| |                  
| | -----------------
| | Nitrogen Products





Competition














I-15



---



##### Table of Contents









Employees






Royalties and Certain Taxes


The Mineral Taxation Act, 1983 (Saskatchewan).


The Corporation Capital Tax Act of Saskatchewan New Brunswick Income
Tax Act






I-16



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##### Table of Contents





| |             
| | ------------
| | Income Taxes







Environmental Matters










| |                                                                 
| | ----------------------------------------------------------------
| | Environmental Requirements, Permits and Regulatory
    Approvals





I-17



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##### Table of Contents

















I-18



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##### Table of Contents









| |                               
| | ------------------------------
| | Management of Byproduct Gypsum





| |                                   
| | ----------------------------------
| | Potash Decommissioning Regulations





| |                                
| | -------------------------------
| | Site Assessment and Remediation



I-19



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| |                              
| | -----------------------------
| | Facility and Product Security



I-20



---



##### Table of Contents







| |                                     
| | ------------------------------------
| | Environmental Costs and Expenditures







| |                             
| | ----------------------------
| | Asset Retirement Obligations











| |                                      
| | -------------------------------------
| | Site Assessment and Remediation Costs



I-21



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##### Table of Contents







| |                                                       
| | ------------------------------------------------------
| | Environmental Operating Costs and Capital Expenditures





Legislation






I-22



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##### Table of Contents



Our Executive Officers




|                     |  |     |    |        |       |  |      |               |  |                                                                             
|-------------------- |  | --- | -- | ------ | ----- |  | ---- | ------------- |  | ----------------------------------------------------------------------------
|                     |  |     |    | Served |       |  |     
|Name                 |  | Age |    |        | Since |  |      | Position Held
|                     |  |     |    |        |       |  |      |              
|WILLIAM J. DOYLE     |  |     | 54 |        |       |  | 1987 |               |  | President and Chief Executive Officer                                       
|JAMES F. DIETZ       |  |     | 58 |        |       |  | 1997 |               |  | Executive Vice President and Chief Operating Officer                        
|WAYNE R. BROWNLEE    |  |     | 52 |        |       |  | 1988 |               |  | Senior Vice President, Treasurer and Chief Financial Officer                
|BETTY-ANN L. HEGGIE  |  |     | 51 |        |       |  | 1981 |               |  | Senior Vice President, Corporate Relations                                  
|BARBARA JANE IRWIN   |  |     | 49 |        |       |  | 2000 |               |  | Senior Vice President, Administration                                       
|ROBERT A. JASPAR     |  |     | 46 |        |       |  | 1997 |               |  | Senior Vice President, Information Technology                               
|G. DAVID DELANEY     |  |     | 44 |        |       |  | 1997 |               |  | President, PCS Sales                                                        
|GARTH W. MOORE       |  |     | 56 |        |       |  | 1982 |               |  | President, PCS Potash                                                       
|THOMAS J. REGAN, JR. |  |     | 60 |        |       |  | 1995 |               |  | President, PCS Phosphate                                                    
|DAPHNE ARNASON       |  |     | 49 |        |       |  | 1988 |               |  | Vice President, Internal Audit                                              
|KAREN G. CHASEZ      |  |     | 51 |        |       |  | 2000 |               |  | Vice President, Procurement,
    PCS Administration (USA)                   
|JOHN R. HUNT         |  |     | 46 |        |       |  | 1997 |               |  | Vice President, Safety, Health and Environment,
    PCS Administration (USA)
|JOSEPH A. PODWIKA    |  |     | 42 |        |       |  | 1997 |               |  | Vice President, General Counsel and Secretary                               
|DENIS A. SIROIS      |  |     | 49 |        |       |  | 1978 |               |  | Vice President and Corporate Controller                                     



PRESENTATION OF FINANCIAL INFORMATION








I-23



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WHERE YOU CAN FIND MORE INFORMATION








|        |                   
|------- | ------------------
|ITEM 3. | Legal Proceedings.



| |          
| | ---------
| | Nitrochem





| |     
| | ----
| | Shaw







I-24



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##### Table of Contents





| |        
| | -------
| | General





| |                          
| | -------------------------
| | Environmental Proceedings





|        |                                                     
|------- | ----------------------------------------------------
|ITEM 4. | Submission of Matters to a Vote of Security Holders.



I-25



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##### Table of Contents






PART II




|        |                                                                           
|------- | --------------------------------------------------------------------------
|ITEM 5. | Market for Registrants Common Equity and Related
    Stockholder Matters.







|        |                         
|------- | ------------------------
|ITEM 6. | Selected Financial Data.



|                                    |  |                                                       |         |  |      |  |         |      |  |  |         |  |  |      |         |  |  |  |         | 
|----------------------------------- |  | ----------------------------------------------------- | ------- |  | ---- |  | ------- | ---- |  |  | ------- |  |  | ---- | ------- |  |  |  | ------- | 
|                                    |  | (in millions of US dollars, except per-share amounts) |        
|                                    |  |                                                       |        
|US GAAP                             |  | 2004                                                  |         |  | 2003 |  |         | 2002 |  |  | 2001    |  |  | 2000 |        
|                                    |  |                                                       |         |  |      |  |         |      |  |  |         |  |  |      |        
|Net income (loss)                   |  |                                                       | 306.4   |  |      |  | (79.8   | )    |  |  | 60.6    |  |  |      | 94.6    |  |  |  | 197.8   | 
|Net income (loss) per share  basic |  |                                                       | 2.84    |  |      |  | (0.76   | )    |  |  | 0.58    |  |  |      | 0.91    |  |  |  | 1.89    | 
|Total assets                        |  |                                                       | 5,202.7 |  |      |  | 4,520.0 |      |  |  | 4,511.0 |  |  |      | 4,378.1 |  |  |  | 3,967.0 | 



|        |                                                                                           
|------- | ------------------------------------------------------------------------------------------
|ITEM 7. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations.





|         |                                                                
|-------- | ---------------------------------------------------------------
|ITEM 7A. | Quantitative and Qualitative Disclosures About Market
    Risk.





|        |                                             
|------- | --------------------------------------------
|ITEM 8. | Financial Statements and Supplementary Data.





|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|ITEM 9. | Changes In and Disagreements With Accountants on Accounting
    and Financial Disclosure.



ITEM 9A.     Controls and
Procedures.




II-1



---



##### Table of Contents









|         |                   
|-------- | ------------------
|ITEM 9B. | Other Information.





II-2



---



##### Table of Contents






PART III




|         |                                                    
|-------- | ---------------------------------------------------
|ITEM 10. | Directors and Executive Officers of the Registrant.







|         |                        
|-------- | -----------------------
|ITEM 11. | Executive Compensation.





|         |                                                                                                    
|-------- | ---------------------------------------------------------------------------------------------------
|ITEM 12. | Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters.





|         |                                                
|-------- | -----------------------------------------------
|ITEM 13. | Certain Relationships and Related Transactions.





|         |                                        
|-------- | ---------------------------------------
|ITEM 14. | Principal Accountant Fees and Services.



III-1



---



##### Table of Contents






PART IV




|         |                                            
|-------- | -------------------------------------------
|ITEM 15. | Exhibits and Financial Statement Schedules.



|    |                                               
|--- | ----------------------------------------------
|(a) | List of Documents Filed as Part of this Report





|                                                            |  |  |       | 
|----------------------------------------------------------- |  |  | ----- | 
|Report of Independent Registered Chartered Accountants      |  |  | 56-57 | 
|Consolidated Statements of Financial Position               |  |  | 58    | 
|Consolidated Statements of Operations and Retained Earnings |  |  | 59    | 
|Consolidated Statements of Cash Flow                        |  |  | 60    | 
|Notes to the Consolidated Financial Statements              |  |  | 61-86 | 





Potash Corporation of Saskatchewan Inc.


Schedule II  Valuation and Qualifying
Accounts


(in millions of US dollars)


(unaudited)


|                                                 |      |              |  |           |            |  |  |            |  |            |             |      |  |  |  |      | 
|------------------------------------------------ | ---- | ------------ |  | --------- | ---------- |  |  | ---------- |  | ---------- | ----------- | ---- |  |  |  | ---- | 
|                                                 |      |              |  | Additions |            |  |  |            | 
|                                                 |      | Balance at   |  |           | Charged to |  |  |            |  |           
|                                                 |      | Beginning of |  |           | Costs and  |  |  |            |  | Balance at |            
|Description                                      |      | Year         |  |           | Expenses   |  |  | Deductions |  |            | End of Year |     
|                                                 |      |              |  |           |            |  |  |            |  |            |             |     
|Allowance for doubtful trade accounts receivable |      |              |  |           |            |  |  |            |  |            |             |      |  |  |  |     
|                                                 | 2004 |              |  | 4.9       |            |  |  | 0.7        |  |            |             | 1.0  |  |  |  | 4.6  | 
|                                                 | 2003 |              |  | 6.0       |            |  |  | 0.5        |  |            |             | 1.6  |  |  |  | 4.9  | 
|                                                 | 2002 |              |  | 7.0       |            |  |  |           |  |            |             | 1.0  |  |  |  | 6.0  | 
|                                                
|Allowance for inventory valuation                |      |              |  |           |            |  |  |            |  |            |             |      |  |  |  |     
|                                                 | 2004 |              |  | 11.9      |            |  |  | 5.1        |  |            |             | 2.5  |  |  |  | 14.5 | 
|                                                 | 2003 |              |  | 4.3       |            |  |  | 9.5        |  |            |             | 1.9  |  |  |  | 11.9 | 
|                                                 | 2002 |              |  | 2.5       |            |  |  | 2.1        |  |            |             | 0.3  |  |  |  | 4.3  | 
|                                                
|Allowance for deferred income tax assets         |      |              |  |           |            |  |  |            |  |            |             |      |  |  |  |     
|                                                 | 2004 |              |  | 11.4      |            |  |  | 18.4       |  |            |             | 0.4  |  |  |  | 29.4 | 
|                                                 | 2003 |              |  | 28.9      |            |  |  | 1.0        |  |            |             | 18.5 |  |  |  | 11.4 | 
|                                                 | 2002 |              |  | 37.1      |            |  |  | 0.1        |  |            |             | 8.3  |  |  |  | 28.9 | 

IV-1



---



##### Table of Contents





|        |  |                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                         
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                         
|3(a)    |  | Articles of Continuance of the registrant dated May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2002 (the Second Quarter 2002
    Form 10-Q).                                                                                                                     
|3(b)    |  | Bylaws of the registrant effective May 15, 2002,
    incorporated by reference to Exhibit 3(b) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                
|4(a)    |  | Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.                                                                            
|4(b)    |  | Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003, incorporated by
    reference to Exhibit 4(b) to the registrants report
    on Form 10-Q for the quarterly period ended
    September 30, 2003 (the Third Quarter 2003
    Form 10-Q).
|4(c)    |  | Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004,
    incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 8-K dated
    September 21, 2004.                                                            
|4(d)    |  | Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York,
    incorporated by reference to Exhibit 4(a) to the
    registrants report on Form 8-K dated June 18,
    1997 (the 1997 Form 8-K).                                                                                                          
|4(e)    |  | Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York, incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 10-K for the year ended
    December 31, 2002 (the 2002 Form 10-K).                                                                                   
|4(f)    |  | Form of Notes relating to the registrants offering of
    $400,000,000 principal amount of 7.125% Notes due
    June 15, 2007, incorporated by reference to
    Exhibit 4(b) to the 1997 Form 8-K.                                                                                                                                                                     
|4(g)    |  | Form of Notes relating to the registrants offering of
    $600,000,000 principal amount of
    73/4% Notes
    due May 31, 2011, incorporated by reference to
    Exhibit 4 to the registrants report on Form 8-K
    dated May 17, 2001.                                                                                                                             
|4(h)    |  | Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due
    March 1, 2013, incorporated by reference to Exhibit 4
    to the registrants report on Form 8-K dated
    February 28, 2003.                                                                                                                           



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10(a)   |  | Sixth Voting Agreement dated April 22, 1978, between
    Central Canada Potash, Division of Noranda, Inc.,
    Cominco Ltd., International Minerals and Chemical
    Corporation (Canada) Limited, PCS Sales and Texasgulf Inc.,
    incorporated by reference to Exhibit 10(f) to the
    registrants registration statement on Form F-1 (File
    No. 33-31303) (the F-1 Registration
    Statement).                                                     
|10(b)   |  | Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International
    Minerals and Chemical Corporation (Canada) Limited, PCS Sales,
    Texasgulf Inc. and Canpotex Limited as amended by
    Canpotex S&P amending agreement dated November 4,
    1987, incorporated by reference to Exhibit 10(g) to the
    F-1 Registration Statement.

IV-2



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10(c)   |  | Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales, incorporated by reference to
    Exhibit 10(h) to the F-1 Registration Statement.                                                                                                                                                                                                                                                                
|10(d)   |  | Canpotex/PCS Amending Agreement, dated as of October 1,
    1992, incorporated by reference to Exhibit 10(f) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                                                                                                                                                                                                             
|10(e)   |  | Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993, incorporated by reference to
    Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                    
|10(f)   |  | Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                           
|10(g)   |  | Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002, incorporated by reference to
    Exhibit 10(g) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2004
    (the Second Quarter 2004 Form 10-Q).                                                                                                                                                                       
|10(h)   |  | Form of Agreement of Limited Partnership of Arcadian Fertilizer,
    L.P. dated as of March 3, 1992, and the related Certificate
    of Limited Partnership of Arcadian Fertilizer, L.P., filed with
    the Secretary of State of the State of Delaware on March 3,
    1992, incorporated by reference to Exhibits 3.1 and 3.2 to
    Arcadian Partners L.P.s Registration Statement on
    Form S-1 (File No. 33-45828).          
|10(i)   |  | Amendment to Agreement of Limited Partnership of Arcadian
    Fertilizer, L.P. and related Certificates of Limited Partnership
    of Arcadian Fertilizer, L.P. filed with the Secretary of State
    of the State of Delaware on March 6, 1997 and
    November 26, 1997, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 1998 (the
    1998 Form 10-K).
|10(j)   |  | Second amendment to Agreement of Limited Partnership of PCS
    Nitrogen Fertilizer, L.P. dated December 15, 2002,
    incorporated by reference to Exhibit 10(i) to the 2002
    Form 10-K.                                                                                                                                                                                                                                          
|10(k)   |  | Third amendment to Agreement of Limited Partnership of PCS
    Nitrogen Fertilizer, L.P. dated December 15, 2003,
    incorporated by reference to Exhibit 10(k) to the Second
    Quarter 2004 Form 10-Q.                                                                                                                                                                                                                            
|10(l)   |  | Geismar Complex Services Agreement dated June 4, 1984,
    between Honeywell International, Inc. and Arcadian Corporation,
    incorporated by reference to Exhibit 10.4 to Arcadian
    Corporations Registration Statement on Form S-1 (File
    No. 33-34357).                                                                                                                                                                    
|10(m)   |  | Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International Minerals &
    Chemical Corporation (Canada) Limited and the registrants
    predecessor, incorporated by reference to Exhibit 10(e) to
    the F-1 Registration Statement.                                                                                                                                                     
|10(n)   |  | Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978, incorporated
    by reference to Exhibit 10(p) to the registrants
    report on Form 10-K for the year ended December 31,
    1990.                                                                
|10(o)   |  | Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended),
    incorporated by reference to Exhibit 10(l) to the 1998
    Form 10-K.                                                                                                                 

IV-3



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10(p)   |  | Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited,
    International Minerals & Chemical (Canada) Limited
    Partnership and the registrant assigning the interest in the
    Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.                                                  
|10(q)   |  | Operating Agreement dated May 11, 1993, between
    BP Chemicals Inc. and Arcadian Ohio, L.P., as amended
    by the First Amendment to the Operating Agreement dated as of
    November 20, 1995, between BP Chemicals Inc. and
    Arcadian Ohio, L.P. (the First Amendment),
    incorporated by reference to Exhibit 10.2 to Arcadian
    Partners L.P.s current report on Form 8-K for
    the report event dated May 11, 1993, except for the First
    Amendment which is incorporated by reference to Arcadian
    Corporations report on Form 10-K for the year ended
    December 31, 1995.
|10(r)   |  | Second Amendment to Operating Agreement between
    BP Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
    November 25, 1996, incorporated by reference to
    Exhibit 10(k) of the registrants report on
    Form 10-K for the year ended December 31, 1997 (the
    1997 Form 10-K).                                                                                                                                                                                                                                                                                                           
|10(s)   |  | Manufacturing Support Agreement dated May 11, 1993, between
    BP Chemicals Inc. and Arcadian Ohio, L.P.,
    incorporated by reference to Exhibit 10.3 to Arcadian
    Partners L.P.s current report on Form 8-K for
    the report event dated May 11, 1993.                                                                                                                                                                                                                                                                                                                                         
|10(t)   |  | First Amendment to Manufacturing Support Agreement dated as of
    November 25, 1996, between BP Chemicals, Inc. and
    Arcadian Ohio, L.P., incorporated by reference to
    Exhibit 10(l) to the 1997 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                      
|10(u)   |  | Letter of amendment to the Manufacturing Support Agreement and
    Operating Agreement dated September 8, 2003, between
    BP Chemicals Inc. and PCS Nitrogen Ohio, L.P.,
    incorporated by reference to Exhibit 10(s) to the Third
    Quarter 2003 Form 10-Q.                                                                                                                                                                                                                                                                                                                                       
|10(v)   |  | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended January 23, 2001,
    incorporated by reference to Exhibit 10(bb) to the Second
    Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                        
|10(w)   |  | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended
    January 23, 2001, incorporated by reference to
    Exhibit 10(aa) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                          
|10(x)   |  | Short-Term Incentive Plan of the registrant effective January
    2000, as amended March 10, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10(y)   |  | Long-Term Incentive Plan of the registrant effective January
    2000, incorporated by reference to Exhibit 10(aa) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2000 (the Second Quarter 2000
    Form 10-Q).                                                                                                                                                                                                                                                                                                                                               
|10(z)   |  | Long-Term Incentive Plan of the registrant effective January
    2003, incorporated by reference to Exhibit 10(y) to the
    2002 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10(aa)  |  | Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant,
    incorporated by reference to Exhibit 10(o) to the 1995
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                               
|10(bb)  |  | Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant,
    incorporated by reference to Exhibit 10(x) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                                                                                                                                                                                                                                                                                     
|10(cc)  |  | Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements, incorporated by reference to
    Exhibit 10(mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).                                                                                                                                                                                                                                                        
|10(dd)  |  | Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant dated November 4, 2002,
    incorporated by reference to Exhibit 10(cc) to the 2002
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                     
|10(ee)  |  | Supplemental Retirement Benefits Plan for U.S. Executives
    dated effective January 1, 1999, incorporated by reference
    to Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                                     

IV-4



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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                         
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                         
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                         
|10(ff)  |  | Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant, concerning a
    change in control of the registrant, incorporated by reference
    to Exhibit 10(p) to the 1995 Form 10-K.                                                                                              
|10(gg)  |  | Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant, incorporated by reference to Exhibit 10(q) to
    the 1995 Form 10-K.                                                                                                                   
|10(hh)  |  | Resolution and Form of Agreement of Indemnification dated
    January 24, 2001, incorporated by reference to
    Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                  
|10(ii)  |  | Resolution and Form of Agreement of Indemnification 
    July 21, 2004, incorporated by reference to
    Exhibit 10(ii) to the Second Quarter 2004 Form 10-Q.                                                                                                                                                                          
|10(jj)  |  | Chief Executive Officer Medical and Dental Benefits.                                                                                                                                                                                                                                                                                    
|10(kk)  |  | Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc., incorporated by reference to Exhibit 10(t)
    to the 1995 Form 10-K.                                                                 
|10(ll)  |  | International Agency Agreement dated January 1, 1995,
    between Phosphate Chemicals Export Association, Inc. and
    Texasgulf Inc. establishing Texasgulf Inc. as exclusive
    marketing agent for such associations wet phosphatic
    materials, incorporated by reference to Exhibit 10(u) to
    the 1995 Form 10-K.           
|10(mm)  |  | Deferred Share Unit Plan for Non-Employee Directors,
    incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                    
|11      |  | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                         
|12      |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                      
|13      |  | 2004 Annual Report. The 2004 Annual Report, except for those
    portions that are expressly incorporated by reference, is
    furnished for the information of the Commission and is not to be
    deemed filed as part of this filing.                                                                                              
|21      |  | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                         
|23      |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                       
|31(a)   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                            
|31(b)   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                            
|32      |  | Certification pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                            
|99      |  | 2005 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2005 Notice of Meeting, Proxy Circular and Form of Proxy, except
    for those portions thereof that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of this
    filing.

IV-5



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##### Table of Contents






SIGNATURES






| |                                        
| | ---------------------------------------
| | POTASH CORPORATION OF SASKATCHEWAN INC.



| |     |                     
| | --- | --------------------
| | By: | /s/ WILLIAM J. DOYLE

| |                                      
| | -------------------------------------
| |                                      
| | William J. Doyle                     
| | President and Chief Executive Officer
| | March 11, 2005                       



|                                             |  |                                                                                                               |  |                |  | 
|-------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | -------------- |  | 
|Signature                                    |  | Title                                                                                                         |  | Date          
|                                             |  |                                                                                                               |  |               
|                                            
|/s/ DALLAS J. HOWEDallas
    J. Howe         |  | Chair of the Board                                                                                            |  | March 11, 2005
|                                            
|/s/ WAYNE R. BROWNLEEWayne
    R. Brownlee   |  | Senior Vice President, Treasurer and Chief Financial Officer
    (Principal financial and accounting officer) |  | March 11, 2005
|                                            
|/s/ WILLIAM J. DOYLEWilliam
    J. Doyle     |  | President and Chief Executive Officer                                                                         |  | March 11, 2005
|                                            
|/s/ FREDERICK J. BLESIFrederick
    J. Blesi |  | Director                                                                                                      |  | March 11, 2005
|                                            
|/s/ JOHN W. ESTEYJohn
    W. Estey           |  | Director                                                                                                      |  | March 11, 2005
|                                            
|/s/ WADE
    FETZER IIIWade
    Fetzer III   |  | Director                                                                                                      |  | March 11, 2005
|                                            
|/s/ ALICE D. LABERGEAlice
    D. Laberge     |  | Director                                                                                                      |  | March 11, 2005
|                                            
|/s/ JEFFREY J. MCCAIGJeffrey
    J. McCaig   |  | Director                                                                                                      |  | March 11, 2005
|                                            
|/s/ MARY MOGFORDMary
    Mogford             |  | Director                                                                                                      |  | March 11, 2005
|                                            
|/s/ PAUL J. SCHOENHALSPaul
    J. Schoenhals |  | Director                                                                                                      |  | March 11, 2005



---



##### Table of Contents



|                                                                   |  |          |  |                |  | 
|------------------------------------------------------------------ |  | -------- |  | -------------- |  | 
|Signature                                                          |  | Title    |  | Date          
|                                                                   |  |          |  |               
|                                                                  
|/s/
    E. ROBERT STROMBERG,
    Q.C.E.
    Robert Stromberg, Q.C. |  | Director |  | March 11, 2005
|                                                                  
|/s/ JACK G. VICQJack
    G. Vicq                                   |  | Director |  | March 11, 2005
|                                                                  
|/s/ ELENA VIYELLA DE
    PALIZAElena
    Viyella de Paliza         |  | Director |  | March 11, 2005



---



##### Table of Contents



EXHIBIT INDEX


|        |  |                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                         
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                         
|3(a)    |  | Articles of Continuance of the registrant dated May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2002 (the Second Quarter 2002
    Form 10-Q).                                                                                                                     
|3(b)    |  | Bylaws of the registrant effective May 15, 2002,
    incorporated by reference to Exhibit 3(b) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                
|4(a)    |  | Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.                                                                            
|4(b)    |  | Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003, incorporated by
    reference to Exhibit 4(b) to the registrants report
    on Form 10-Q for the quarterly period ended
    September 30, 2003 (the Third Quarter 2003
    Form 10-Q).
|4(c)    |  | Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004,
    incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 8-K dated
    September 21, 2004.                                                            
|4(d)    |  | Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York,
    incorporated by reference to Exhibit 4(a) to the
    registrants report on Form 8-K dated June 18,
    1997 (the 1997 Form 8-K).                                                                                                          
|4(e)    |  | Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York, incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 10-K for the year ended
    December 31, 2002 (the 2002 Form 10-K).                                                                                   
|4(f)    |  | Form of Notes relating to the registrants offering of
    $400,000,000 principal amount of 7.125% Notes due
    June 15, 2007, incorporated by reference to
    Exhibit 4(b) to the 1997 Form 8-K.                                                                                                                                                                     
|4(g)    |  | Form of Notes relating to the registrants offering of
    $600,000,000 principal amount of
    73/4% Notes
    due May 31, 2011, incorporated by reference to
    Exhibit 4 to the registrants report on Form 8-K
    dated May 17, 2001.                                                                                                                             
|4(h)    |  | Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due
    March 1, 2013, incorporated by reference to Exhibit 4
    to the registrants report on Form 8-K dated
    February 28, 2003.                                                                                                                           



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10(a)   |  | Sixth Voting Agreement dated April 22, 1978, between
    Central Canada Potash, Division of Noranda, Inc.,
    Cominco Ltd., International Minerals and Chemical
    Corporation (Canada) Limited, PCS Sales and Texasgulf Inc.,
    incorporated by reference to Exhibit 10(f) to the
    registrants registration statement on Form F-1 (File
    No. 33-31303) (the F-1 Registration
    Statement).                                                     
|10(b)   |  | Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International
    Minerals and Chemical Corporation (Canada) Limited, PCS Sales,
    Texasgulf Inc. and Canpotex Limited as amended by
    Canpotex S&P amending agreement dated November 4,
    1987, incorporated by reference to Exhibit 10(g) to the
    F-1 Registration Statement.



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10(c)   |  | Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales, incorporated by reference to
    Exhibit 10(h) to the F-1 Registration Statement.                                                                                                                                                                                                                                                                
|10(d)   |  | Canpotex/PCS Amending Agreement, dated as of October 1,
    1992, incorporated by reference to Exhibit 10(f) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                                                                                                                                                                                                             
|10(e)   |  | Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993, incorporated by reference to
    Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                    
|10(f)   |  | Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                           
|10(g)   |  | Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002, incorporated by reference to
    Exhibit 10(g) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2004
    (the Second Quarter 2004 Form 10-Q).                                                                                                                                                                       
|10(h)   |  | Form of Agreement of Limited Partnership of Arcadian Fertilizer,
    L.P. dated as of March 3, 1992, and the related Certificate
    of Limited Partnership of Arcadian Fertilizer, L.P., filed with
    the Secretary of State of the State of Delaware on March 3,
    1992, incorporated by reference to Exhibits 3.1 and 3.2 to
    Arcadian Partners L.P.s Registration Statement on
    Form S-1 (File No. 33-45828).          
|10(i)   |  | Amendment to Agreement of Limited Partnership of Arcadian
    Fertilizer, L.P. and related Certificates of Limited Partnership
    of Arcadian Fertilizer, L.P. filed with the Secretary of State
    of the State of Delaware on March 6, 1997 and
    November 26, 1997, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 1998 (the
    1998 Form 10-K).
|10(j)   |  | Second amendment to Agreement of Limited Partnership of PCS
    Nitrogen Fertilizer, L.P. dated December 15, 2002,
    incorporated by reference to Exhibit 10(i) to the 2002
    Form 10-K.                                                                                                                                                                                                                                          
|10(k)   |  | Third amendment to Agreement of Limited Partnership of PCS
    Nitrogen Fertilizer, L.P. dated December 15, 2003,
    incorporated by reference to Exhibit 10(k) to the Second
    Quarter 2004 Form 10-Q.                                                                                                                                                                                                                            
|10(l)   |  | Geismar Complex Services Agreement dated June 4, 1984,
    between Honeywell International, Inc. and Arcadian Corporation,
    incorporated by reference to Exhibit 10.4 to Arcadian
    Corporations Registration Statement on Form S-1 (File
    No. 33-34357).                                                                                                                                                                    
|10(m)   |  | Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International Minerals &
    Chemical Corporation (Canada) Limited and the registrants
    predecessor, incorporated by reference to Exhibit 10(e) to
    the F-1 Registration Statement.                                                                                                                                                     
|10(n)   |  | Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978, incorporated
    by reference to Exhibit 10(p) to the registrants
    report on Form 10-K for the year ended December 31,
    1990.                                                                
|10(o)   |  | Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended),
    incorporated by reference to Exhibit 10(l) to the 1998
    Form 10-K.                                                                                                                 



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10(p)   |  | Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited,
    International Minerals & Chemical (Canada) Limited
    Partnership and the registrant assigning the interest in the
    Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.                                                  
|10(q)   |  | Operating Agreement dated May 11, 1993, between
    BP Chemicals Inc. and Arcadian Ohio, L.P., as amended
    by the First Amendment to the Operating Agreement dated as of
    November 20, 1995, between BP Chemicals Inc. and
    Arcadian Ohio, L.P. (the First Amendment),
    incorporated by reference to Exhibit 10.2 to Arcadian
    Partners L.P.s current report on Form 8-K for
    the report event dated May 11, 1993, except for the First
    Amendment which is incorporated by reference to Arcadian
    Corporations report on Form 10-K for the year ended
    December 31, 1995.
|10(r)   |  | Second Amendment to Operating Agreement between
    BP Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
    November 25, 1996, incorporated by reference to
    Exhibit 10(k) of the registrants report on
    Form 10-K for the year ended December 31, 1997 (the
    1997 Form 10-K).                                                                                                                                                                                                                                                                                                           
|10(s)   |  | Manufacturing Support Agreement dated May 11, 1993, between
    BP Chemicals Inc. and Arcadian Ohio, L.P.,
    incorporated by reference to Exhibit 10.3 to Arcadian
    Partners L.P.s current report on Form 8-K for
    the report event dated May 11, 1993.                                                                                                                                                                                                                                                                                                                                         
|10(t)   |  | First Amendment to Manufacturing Support Agreement dated as of
    November 25, 1996, between BP Chemicals, Inc. and
    Arcadian Ohio, L.P., incorporated by reference to
    Exhibit 10(l) to the 1997 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                      
|10(u)   |  | Letter of amendment to the Manufacturing Support Agreement and
    Operating Agreement dated September 8, 2003, between
    BP Chemicals Inc. and PCS Nitrogen Ohio, L.P.,
    incorporated by reference to Exhibit 10(s) to the Third
    Quarter 2003 Form 10-Q.                                                                                                                                                                                                                                                                                                                                       
|10(v)   |  | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended January 23, 2001,
    incorporated by reference to Exhibit 10(bb) to the Second
    Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                        
|10(w)   |  | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended
    January 23, 2001, incorporated by reference to
    Exhibit 10(aa) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                          
|10(x)   |  | Short-Term Incentive Plan of the registrant effective January
    2000, as amended March 10, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10(y)   |  | Long-Term Incentive Plan of the registrant effective January
    2000, incorporated by reference to Exhibit 10(aa) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2000 (the Second Quarter 2000
    Form 10-Q).                                                                                                                                                                                                                                                                                                                                               
|10(z)   |  | Long-Term Incentive Plan of the registrant effective January
    2003, incorporated by reference to Exhibit 10(y) to the
    2002 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10(aa)  |  | Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant,
    incorporated by reference to Exhibit 10(o) to the 1995
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                               
|10(bb)  |  | Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant,
    incorporated by reference to Exhibit 10(x) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                                                                                                                                                                                                                                                                                     
|10(cc)  |  | Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements, incorporated by reference to
    Exhibit 10(mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).                                                                                                                                                                                                                                                        
|10(dd)  |  | Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant dated November 4, 2002,
    incorporated by reference to Exhibit 10(cc) to the 2002
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                     
|10(ee)  |  | Supplemental Retirement Benefits Plan for U.S. Executives
    dated effective January 1, 1999, incorporated by reference
    to Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                                     



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                         
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                         
|Number  |  | Description of Document                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                         
|10(ff)  |  | Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant, concerning a
    change in control of the registrant, incorporated by reference
    to Exhibit 10(p) to the 1995 Form 10-K.                                                                                              
|10(gg)  |  | Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant, incorporated by reference to Exhibit 10(q) to
    the 1995 Form 10-K.                                                                                                                   
|10(hh)  |  | Resolution and Form of Agreement of Indemnification dated
    January 24, 2001, incorporated by reference to
    Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                  
|10(ii)  |  | Resolution and Form of Agreement of Indemnification 
    July 21, 2004, incorporated by reference to
    Exhibit 10(ii) to the Second Quarter 2004 Form 10-Q.                                                                                                                                                                          
|10(jj)  |  | Chief Executive Officer Medical and Dental Benefits.                                                                                                                                                                                                                                                                                    
|10(kk)  |  | Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc., incorporated by reference to Exhibit 10(t)
    to the 1995 Form 10-K.                                                                 
|10(ll)  |  | International Agency Agreement dated January 1, 1995,
    between Phosphate Chemicals Export Association, Inc. and
    Texasgulf Inc. establishing Texasgulf Inc. as exclusive
    marketing agent for such associations wet phosphatic
    materials, incorporated by reference to Exhibit 10(u) to
    the 1995 Form 10-K.           
|10(mm)  |  | Deferred Share Unit Plan for Non-Employee Directors,
    incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                    
|11      |  | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                         
|12      |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                      
|13      |  | 2004 Annual Report. The 2004 Annual Report, except for those
    portions that are expressly incorporated by reference, is
    furnished for the information of the Commission and is not to be
    deemed filed as part of this filing.                                                                                              
|21      |  | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                         
|23      |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                       
|31(a)   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                            
|31(b)   |  | Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                            
|32      |  | Certification pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                            
|99      |  | 2005 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2005 Notice of Meeting, Proxy Circular and Form of Proxy, except
    for those portions thereof that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of this
    filing.